My Little Pony Friendship is Magic What If?: Volume 12

by SuperPinkBrony12


S9 E1: The Beginning of the End, Part 1 (What If?)

It had all started with a letter from the princesses, a letter telling Twilight, Spike and the other bearers of the Elements of Harmony to come to Canterlot as soon as possible. The letter hadn't specified anything else, which was rather alarming to Twilight and had thus led to a frantic rush to get to Canterlot right away!

"Oh, why did it have to be now?!" Twilight complained while rushing through the streets of Canterlot! "Couldn't it have waited a few days until my School of Friendship let out for the summer?"

"If the princesses said they needed us to come to Canterlot as soon as possible, it has to be for a good reason," Rarity commented. "Although I don't think they meant this soon when they said 'As soon as possible', darling."

Fluttershy then asked with concern. "Are you sure you aren't getting just the least bit worked up over nothing, Twilight? We already defeated Chrysalis and she's now in Tartarus with only Tirek for company."

Pinkie Pie then added. "Yeah, and Chancellor Neighsay's nice now. I don't think we have anything to worry about. And even if we did I'm sure we could handle it," Before she declared. "Although, running like this is super fun! Now you girls now what it's like to be me. Maybe next time I'll teach you how to bounce like me, and you'll wonder how you ever got by just trotting from place to place."

Twilight simply replied while stopping to catch her breath. "Okay, so maybe I am a little bit worried for no reason. It's just that, since Chrysalis almost triumphed I can't help but fear that there may be other threats out there. Threats lurking just under our noses."

Applejack, however, quickly reassured Twilight. "Chrysalis outsmarted us all again, just like she did before. But she won't be causin' us anymore trouble now. Whatever else may be out there, we'll take it as it comes."

"Besides," Rainbow Dash added. "For all you know, the princesses might just be willing to finally reward us for always saving the day. Don't know about the rest of you, but I could go for something more than just a new stained glass window display and maybe an award's ceremony."

Spike just declared. "Well, we won't find out until we get to the castle," And a smile crept onto his face. "It'll be so good to see the princesses again, especially my favorite dragon sitter."

Twilight couldn't help but giggle. "Princess Luna is your only dragon sitter, Spike. And don't forget that she needed my permission to become that, and that was before I even became a princess," She fondly sighed. "Oh, how long ago that all seems. To think that we've all come so far and it hasn't even been a decade since we all became friends." Then she and everyone else resumed their trek to the castle, though not as frantically as before.

At last, the group of seven reached the royal castle grounds and were quickly escorted to the throne room. Sure enough, Princess Celestia and Princess Luna were waiting for them. But the royal sisters most definitely didn't seem to have a look of urgency on their faces. They seemed quite calm and collected. And the throne room was still in that lovely redesign it had first undertaken for the Festival of Friendship.

"Oh, good, you all made it," Princess Celestia declared. "I apologize for the vague nature of that message. Luna and I meant to write more, but it seems some ink was 'misplaced'."

Princess Luna replied with a grin. "Sister, you're not accusing me of such a thing are me? This is far more up your alley, and you said it yourself that you've been bored."

"Guilty as charged," Princess Celestia confessed before clearing her throat and regaining her composure. "Anyway, what matters most is that you've arrived. And that means Luna and I can finally share with you some important news."

Twilight forced back a gulp. "So you did have a reason for calling us here so suddenly."

The sun princesses nodded her head. "Yes, Twilight," Her voice started to take on a tone of regret. "A part of me always knew this day would likely come eventually. But I kept convincing myself it would not be for years and years still, that you would have more time to grow into the role before the offer was made. Alas, I am powerless to stop the changes that have been set into motion."

The young alicorn swallowed hard. "I don't like the sound of this. Are you saying that you and Luna are about to..."

"No, we're not dying or anything if that's what you believe," Princess Luna quickly corrected. "However, our time as rulers of this land are about to come to an end. For you see, harmony in Equestria is changing and changing fast. You've seen it for yourselves, the Tree of Harmony has already reached out to some of your students and in them has found the next generation to pass the torch to."

"Likewise, the freeing of the generation that came before yours in the form of the pillars has also ushered in change," Princess Celestia continued. "With the past, present and future of harmony all together, things have been set into motion that cannot be stopped. Soon, Luna and I will have lost our connection to that harmony. Therefore, we have no choice but to step down from the throne."

The night princess then declared while she and her sister looked to Twilight. "And it is you who will succeed us. You and your friends, that is."

A chorus of gasps filled the room! The very idea was hard to believe. It didn't seem possible that it was true. Yet as shocking and unexpected as this news was, an even bigger unexpected development would soon overshadow it.

"Ooh! Breaking news!" Discord declared as the spirit of chaos suddenly appeared in the throne room, wearing a reporter's black hat and matching costume. He had even a sketchpad and a short, stubby pencil. "The princesses are retiring! It's the scoop of the century, I tell ya!" And then he changed outfits, presenting a microphone to the royal sisters. "Don't hold back on the details. I want the inside scoop, tell me everything!"

Meanwhile, Twilight was still struggling to process the news for herself. "I... I can't believe it. This is all so sudden," And it wasn't long before a thought struck her. "Why me? I mean, I know I've proven myself to be a good leader but aren't Cadence and Blueblood in line for the throne ahead of me?"

Applejack was next to speak up. "Huh, you know, I never thought about it like that."

"Well, we already asked Cadence and she declined," Princess Luna explained. "She told us she's too busy ruling the Crystal Empire and raising Flurry Heart."

"And what of Prince Blueblood?" Rarity questioned as her face contorted into a grimace. "Much as I despise what a royal pain he was, he is of royal blood directly."

Princess Celestia somberly stated for the record. "The thought of asking my nephew did cross my mind after Cadence declined, but..." It seemed as though she was struggling to think of how best to describe what she wanted to say. "Blueblood's reputation does unfortunately preceed him. Putting him in charge would not be wise. If I'm being honest, the only reason he even has a royal title is because he was taken in by me after his parents abandoned him. I feel far more confident in you, Twilight. And in your friends as well."

Spike then pondered aloud. "I guess I get Princess Celestia retiring, she's ruled over for a thousand years. But what about Princess Luna? She only got back from the moon a couple of years ago, it doesn't seem fair that she should have to retire as well."

"It's true that I don't necessarily have to retire like my sister will. In fact, neither of us necessarily need to step down," Princess Luna explained. "But the change in harmony will greatly reduce our powers, even just controlling the sun and the moon will be a great undertaking on our parts. And without my sister by my side, ruling all of Equestria would feel... empty," She was quick to reassure Spike. "Don't worry though, I'll still happily be your dragon sitter for as long as you want me around."

Discord, meanwhile, just snorted and loudly proclaimed. "So what am I?! Chopped lettuce?! Don't I deserve a chance to rule Equestria again? Even if I'm reformed I haven't forgotten that Equestria was mine originally."

The sun princess pointed out. "Only after you took it away from our parents, Discord. Besides, there is still much you have to learn. You are still too careless too often."

"Oh poo, I hate when you use logic. You know I can't counter that so easily," The spirit grumbled. "Okay, fine. So Twilight Sparkle here gets to become the new supreme ruler, and her friends get to be co-rulers. But what about the old rulers? And by old rulers I of course mean you two." He pointed a paw to the royal sisters.

The night princess quickly answered. "Why, we'll retire to Silver Shoals of course. We'll still be on hoof if our help is needed, but my sister and I will finally get to live life the way we've always wanted to," She even giggled. "You'll finally get to take up that acting career you always dreamed about, Celestia."

Celestia waved a hoof. "I have a feeling I'll need a lot of lessons before I can become a good actor," And she then turned to her former student. "But what matters most, Twilight, is that you yourself believe you are ready. Luna and I wouldn't ask this of you if we were uncertain of your qualifications. But I know you've already done a lot as princess to carve out a role and a legacy for yourself," She floated over a very familiar looking journal. "This friendship journal alone is living proof of that and should be an excellent source of guidance. The throne is yours, Twilight, if you want it."

All eyes in the throne room quickly fell upon the young alicorn, now breathing into a paper bag as she was trying her best not to completely lose her composure. At last, after several rapid breaths of anxiety, she was able to force out. "I... I don't know. I... need time to think about this."

"Well, you can take as much time as you need, Twilight," Celestia reassured her fellow alicorn. "But if possible, could you make a decision within the next few days? Luna and I are thinking of announcing our retirement soon and just having a quick ceremony for the transfer of power."

Twilight gulped as her eyes began to widen. "Oh, I wish you hadn't just told me that."

Discord just grinned. "Not to worry, I'm sure Princess Twilight has the utmost confidence in herself."


But even upon returning to Ponyville and to her own castle, Twilight's mind was far from settled on the subject. And she made this clear to all her friends. "I am not confident about this at all!"

"You know, I was being sarcastic before," Discord pointed out to Twilight. "You don't have to play along so obviously. Knowing you, you'll bounce back eventually, probably after dealing with some big crisis. Seems like it's always in times of crisis where you prove yourself the most," And then he gestured to her friends. "Now comes the part where your friends will tell you you've got this, but you won't believe them," He let out a sigh. "I know how this will play out. See you at the ceremony." And he disappeared in a flash of light.

Twilight sighed. "I'm sorry about this girls, really I am. I know I should be better than this. But I just can't help worrying, it's who I am," And she tried her best to explain her behavior. "It's not every day you find out you're gonna be replacing the princesses who've ruled this land for thousands of years. Despite all my accomplishments, I feel woefully unprepared for this. It's all happening so fast, it's making my head spin!" After pausing to take a deep breath she declared. "But I'm sure I'll feel much better-"

"-Once you make a plan?" Rarity guessed in a way that sounded like she'd expected such a reaction. And just as she finished speaking she could see Spike approaching with a scroll and a quill.

Even Twilight was amazed by this. "Oh, wow. It's like you-"

With a grin Spike replied. "-Knew you were going to react this way? Yeah, we did. We've learned by now."

Pinkie Pie pointed out. "Classic Twilighting, you're doing it right now."

The young alicorn blinked as her eyes widened a bit. "'Twilighting'?!" She questioned as she briefly wondered if she'd heard that right. Then she looked around at her friends as well as her adopted son. "You... you made me a verb?"

Everyone nodded before Applejack explained. "Don't take it personally. It's not a bad thing if that's what you're thinkin'. It's just that we came to realize you have a certain... process." She delivered the last line with a nervous smile.

Rainbow Dash then described this process. "It all starts with stage one: You get big news and you're all like 'Noooooo!' But then you pace, and you chart, you worry. You get the idea."

Fluttershy was quick to reassure her alicorn friend. "It's okay, though. It's who you are. So you go ahead and Twilight, and we'll be here for you once you get it all out of your system."

"You're all acting surprisingly calm about this. Even Discord didn't seem to think this was worth taking seriously," Twilight remarked before realizing something. "Then again, he rarely takes things seriously in the first place. Still, what are we going to do the next time some big threat comes along and we don't have the princesses to help?"

In response, Rainbow couldn't help but remark. "Actually, if you think about it, the princesses almost never help. It might be easier to count the number of times they have."

"You know, that's actually true. We've always been on our own against the bad guys." Applejack realized.

And Pinkie Pie chimed in. "Yet we still always win in the end! There's never been a threat we couldn't defeat: Nightmare Moon, Discord when he was evil, Queen Chrysalis during her many attempts to take over, King Sombra, Lord Tirek, Starlight Glimmer when she was evil, The Pony of Shadows and even the Storm King."

"Well, that one was more Tempest Shadow's doing than our own," Rarity commented. "Still, we've prevailed without the help of the princesses."

Rainbow then declared. "But now it all makes sense. This whole time, they were grooming you to take over for them, Twilight!"

"I think you might be giving them a little too much credit," Twilight blinked in reply. "But I guess we are ready," Under her breath she added. "I think."


Meanwhile, in the depths of Tartarus, Chrysalis was using one of her hooves to scratch at the bottom of her cell. She was marking the passage of time since she'd been trapped in the place with no hope to ever escape. And the only company she had was refusing to talk to her. Despite knowing what the likely outcome would be, the former queen still opted to try again. "Tirek!" She called, trying to get the centaur's attention. "Tirek! Hey, Tirek!"

The centaur spun around in his own cage, clutching at the bars while he coldly hissed. "What?! What is it?! What do you want from me now?! And it is Lord Tirek to you!"

"Oh come now, your 'majesty'," Chrysalis taunted and giggled. "You are no more of a lord than I am a queen. We're both stuck, trapped forever in this forsaken and wretched place. The least we could do is get to know each other better."

Tirek only snapped. "You may waste away in here for the rest of your days for all I care! I'm not talking to you," And he grumbled. "I sent you simple instructions to follow on how to get rid of that pesky princess, and you found a way to blow it. I've learned my lesson, if I ever get out of here it will be under my own power and my own terms. I'm done trusting others, they always let you down in the end."

"Welcome to my world. I've been double crossed by my own subjects and a pony who was supposed to be on my side!" The former queen hissed. "Even if I could get out of here, where would I go? I have nothing left to my name, not even that purple log."

Tirek only rolled his eyes and turned his head. "What part of 'I'm not talking to you' don't you understand?" But mere seconds after he'd spoken those words, he was inexplicably whisked away in a puff of dark magic.

Chrysalis saw the centaur vanish right before her eyes! And before she had a chance to react she too vanished!

While this was going on in Tartarus, in a remote and swampy part of Equestria, an unseen figure was drawing a large circle around a broken off horn tip. And said figure was also reassembling a stone statue of a satyr like creature whose face was permanently frozen in a look of horror. The figure began to chant, reciting ancient and forbidden spells as powerful dark magic seeped into the ground.

The horn tip disappeared when the circle lit up! Within seconds, the unicorn to whom it had once been a part of stood on its hooves and panted heavily. It was a stallion with a dark gray coat, brilliant scarlet eyes with darker colored pupils surrounded by a sickly green glow and a completely black mane and tail. His crooked, jagged blood red colored horn sparked with life anew. And he even had his red cape. "I'm... alive?" The stallion blinked, slowly finding his voice. "Yes... I live again. But how, and why?" He then set off to explore his new surroundings.

Meanwhile, the stone statue of the satyr creature glowed. Soon, the satyr imprisoned inside burst free! His light gray fur with dark bluish-gray on his face, paws and feet sparkling like new despite being clad in black armor with horn like symbols on the chest. And he fluttered his brilliant opal eyes. "I'm free?!" The satyr blinked in surprise at how different his voice sounded. "Is that my voice?! What happened to my voice?! Oh, it's all different! No one's ever gonna take me seriously now!"

And at that moment, Tirek and Chrysalis were brought to the swampy land and slowly began to get their bearings. "Was this part of your escape plan, Tirek?" Chrysalis questioned as she looked all around. "Transporting us to the middle of nowhere?"

Tirek immediately protested. "This wasn't my doing, Chrysalis. I assure you, if I'd busted out of Tartarus by myself you wouldn't be along for the ride. Someone brought us here."

"Oh, so you mean it wasn't you!" A familiar unicorn stallion remarked as he trotted up to the newcomers.

Chrysalis stepped back in disbelief! "No way! King Sombra?! You were blasted to bits by the Crystal Heart!"

"Well, thanks to a certain someone I've yet to meet, reports of my demise were premature," King Sombra answered while snarling. "But whoever it is, they'd better show themselves soon. No one summons King Sombra without permission. I required no help to regain my physical form, my hatred ensured that my shadow lived on when my body was no more."

"Hey, join the club. I was in pieces too until someone put me back together again," An unrecognizable satyr proclaimed as he strolled up to the others. "Though I have no idea why they couldn't restore my voice. I mean, with a voice like this no one is ever gonna take The Storm King seriously ever again."

It was then that a reality started to settle in amongst the four creatures in the swamp, especially since they found themselves gazing up at a rather large skull of some sort. "You're saying that neither of you brought Tirek or I here?" Chrysalis questioned Sombra and the Storm King.

A second later, from the darkness a low voice declared to all. "You're right, they did not. I did." And out from the darkness emerged an unfamiliar creature to all. It appeared to be a goat or a ram given the large, curled horns. His fur coat was a moderate cornflower blue in color, his tall, curly horns almost as dark blue as the night sky, and his eyes a pale apple green with moderate red surrounding the pupils. Just above his legs rested a bright red collar with a series of yellow orbs attached to it.

"And just who are you?" Tirek questioned the new creature.

It wasn't long before the ram like creature trotted past, going up towards the skull and placing his hooves around a ball of some kind. "You may call me... Grogar," He declared at last. "It is I who has freed you all from your various states of imprisonment."

At that, Tirek became star struck and gasped! "No! Not The Grogar!"

"All this time, I always thought you were just a silly pony legend." Chrysalis remarked.

Even King Sombra declared. "Yes, I've heard of you."

However, the Storm King scratched his head. "Uh, I am the only one not in the loop? Who is this guy and just what makes him so powerful? No one should be more powerful than me!"

"Well I can assure you all that I'm very much real," Grogar declared as he clutched the ball tightly. "And you have all been brought here to this swamp as part of my master plan! I intend to gather you all, because I sense that we share a common enemy: Princess Twilight Sparkle and her friends."


There was a long silence as the gathered baddies processed this information. The Storm King was the first to speak up once he found the courage. "So, uh... 'Grofar' was it?" He continued to scratch his head. "You're not ringing any bells here, buddy. But I take it you're the reason why my voice is all messed up now?"

Grogar nodded. "Unfortunately, I did not possess the power to restore your body and your voice. I already used up much of the power I had at my disposal just to bring you, Sombra, Tirek and Chrysalis together here to serve me," And he explained. "Don't any of you get any ideas. My magic rests within my collar. Only I know how to access it."

Tirek scoffed. "You've been away for far too long. Even if you brought us here, do you really expect us to work for a washed up old goat like you? Give us one good reason why we should stay."

Grogar roared. "So my name no longer strikes terror into the hearts of anyone? Clearly, I have been away for longer than I thought," Then he regained his composure. "Perhaps a demonstration is in order for you, Tirek. Let me give you a taste of what you've longed for since your re-imprisonment." He tapped a hoof to his collar and the bright yellow orbs glowed.

A beam of sickly green magic shot out from the orbs and at Tirek! It wasn't long before he had regained his more muscular form with long black horns and a tuft of white for a mane sticking up. He began kissing his newfound muscles. "Okay, I guess I can at least hear you out," And he told Grogar. "Why not enlighten the Storm King about who you are? Or should I do it for you?" Without waiting for a reply the centaur declared. "You know what? I think I will."

"Well, I'm all ears." The Storm King commented as he prepared for what Tirek had to say.

Tirek cleared his throat. "Grogar is ancient and extremely powerful, Storm King. The land that would become Equestria was but a mere collection of farms and pastures until he declared himself emperor of all he saw. I remember hearing tales of his tyranny when I was young. It inspired me to become the centaur I am today."

King Sombra cackled and smirked with sadistic glee. "Oh yes, I remember when I learned of Equestria's first emperor: The Father of Monsters. That was you all along, Grogar. You certainly knew how to command respect through fear. That's what I sought to emulate when I became king."

The old ram conjured up an image from his collar as he described to all. "I gave life to the foulest of creatures and allowed them to run wild and free, taking what they wanted and destroying the rest," A fond smile crept onto his face. "Yes. My reign was truly a glorious, fear-soaked epoch of darkness in Equestria."

Chrysalis then laughed as she spoke up. "Until Gusty the Great rose up and overthrew you, banishing you from Equestria forever."

Grogar only snarled. "Gusty the Great was a fool. She thought taking away my bewitching bell would do me in. What she didn't know is that the theft of my bell only weakened me temporarily. I have since bided my time, regaining what strength I can day by day."

The Storm King then questioned. "But wait a minute, that had to be ages ago if Equestria didn't exist. Like over thousands of years ago. How is it possible you're still alive, Grofar?"

"Grogar, you fool!" Grogar hissed and corrected. "For the longest time it was as if I were asleep, having an out of body experience. Unable to move or function," And he explained. "Once enough time had passed, I was awakened by a change in harmony. And in the over a thousand years since I've been watching all of you. Watching you all fail in the end. I've seen each of your humiliating defeats at the hooves of six puny ponies. And do you know why it is that they've always bested you?"

Chrysalis hissed and roared! "Because they cheat! It's the only explanation!"

Tirek added. "No, it's because they're just insanely lucky."

"Well, my not quite final fate came at the hooves of my second in command, so..." The Storm King nervously trailed off.

King Sombra could only remark. "Because I waited too long and took it far too easy on them. I had them at my mercy, but one little dragon got in the way and ruined everything!"

"Wrong!" Grogar snapped. "And it's not because you had no strategy either, your plans were all brilliant. But all of you made the same fatal mistake. You see, those six ponies may not seem like much individually. But because they work together they're stronger than you. Where one is weak another is strong, and thus unified, they are a formidable force! But we shall use their own strategy to defeat them. Teamwork! Together, we can easily bring them down."

The Storm King then questioned. "So, what are you suggesting? We form some kind of 'Legion of Doom' or something?"

"A 'Legion of Doom' isn't quite what I had in mind, but for your feeble minds it will suffice," The old ram insisted before he declared to the four. "Make no mistake, though. I'm not suggesting anything. I'm demanding that you all work for me! United, we can conquer Equestria for ourselves and nothing will stand in our way!"


However, almost immediately after the "proposal" was made, Tirek spoke up in protest. "Well I must say, Grogar. Your plan does sound good on paper, I'll give you that much," He paused for a considerable length before adding. "But let's face it. It'll never actually work."

"Oh, and what makes you say that?" Grogar remarked as he arched an eyebrow upward in suspicion. "Are you threatening me? Perhaps you think you're better than I am?"

The centaur was quick to back down from the potential for a fight. "Oh no, I wouldn't dare dream of challenging you, Grogar. I've nothing but respect for you. However, I see things as they are. I learn from my mistakes. And one of the mistakes I've made in my attempts to count on others," And he explained. "Even though we all share a common enemy, as soon as that enemy is gone we'd all just want Equestria for ourselves."

"I don't know, I kind of like the idea of having some 'allies'," The Storm King remarked. "I mean, as long as you don't stab me in the back when I inevitably betray you. Oops! Did I say that out loud? Silly me, just pretend you didn't hear that."

Tirek pointed a paw at the satyr. "See?! That's exactly my point! We'll all just turn on each other after we defeat Twilight Sparkle and her friends. And all you'd have to do, Grogar, is wait for a winner to emerge from our scuffle. Then you could pick off the winner while he or she's weak and exhausted and take over for yourself. And to that I say: 'Count me out!'"

The old ram bristled as his collar glowed brightly. "You would rather I send you back to Tartarus forever?"

Tirek shook his head. "No, I'm simply saying I don't want any part of this 'Legion of Doom'. I'm quite confident I can defeat Twilight Sparkle and her friends by myself," And he flexed his muscles. "I won't make the mistake of underestimating them this time. And if that annoying Discord happens to get in the way, I'll destroy him too! After that, I could care less what happens to Equestria. I'll just return to my old kingdom to reclaim the throne there. So long as no one gets in my way or crosses my path, I'll be quite content."

Grogar's eyes lit up upon hearing what Tirek was proposing. He even seemed to smile. "You seem awfully confident in your abilities, Tirek. I hope the power I've given you hasn't gone to your head."

"It hasn't. I'm more than just muscle, I've got plenty of brain to match!" Tirek loudly boasted. "I'll destroy the source of their power and crush their spirits. Then I'll destroy them one by one!"

"Very well then, Tirek," Grogar nodded in approval. "Go! Try to stop those ponies if you can. Should you succeed you're more than welcome to keep what power I've given you and stake out a claim to whatever parts of Equestria you want."

"As long as you don't think of taking the Crystal Empire, that's mine!" King Sombra roared.

Undeterred by the interruption, Grogar just continued as he warned Tirek. "But, should you fail and you will fail, you will return here to serve me. Do I make myself clear?"

The centaur firmly nodded. "Crystal. I just hope you won't be disappointed when I do what none of these other lowlifes could even hope to accomplish on their own!" And he said to Grogar. "Come on, I'm ready! Send me wherever you want, I don't care."

With just a small bit of sickly green magic from one of his orbs, Grogar whisked Tirek away in a dazzling display of light. Then he turned back to the three remaining baddies. "Now we gather round to watch," He instructed while motioning them towards the ball he'd been guarding. "And you'd all better prepare to start working together, or else."


Back in Ponyville, Twilight was unaware of anything that was transpiring miles and miles away. She was quite busy with something else, a rather pressing detail about her School of Friendship. Namely, who would be running it upon her ascension to the throne.

By now Starlight Glimmer had learned about what was going on, and she was rather worried. She too knew how much Twilight had a tendency to "freak out" in these sort of situations. And being called to Twilight's office at the school was anything but a good sign. "Twilight, is everything okay?" She called upon knocking on the office doors. "You did call for me, didn't you?"

What sounded like a lot of stumbling and tripping erupted on the other side of the door before Twilight called out. "Oh, oh yeah. Come on in, Starlight. There's something we need to discuss, friend to friend and teacher to... well... former student."

Reluctantly, Starlight trotted inside. But nothing could've prepared her for the sight that greeted her eyes! Lists and scrolls lay scattered all over the headmare's office and desk, Twilight's mane had gotten a tad bit disfigured despite her best attempts to keep it groomed.

"Oh, where is it?! Where is it?! I know I wrote it down on one of these lists," Twilight said to herself. "Oh, did I write down 'Eliminate redundant lists' on my School of Friendship to-do list or my personal to-do list? Spike, did I?"

"I think it was personal, Twilight," Spike called. "I told you we should've kept them separate," Then he turned to Starlight. "Sorry you had to see all of this, Starlight. Twilight's getting to the whole 'My plan needs a plan' stage and things have gotten a bit... messy."

Fortunately, Starlight seemed to take it all in stride as she smiled. "Ah, classic Twilight. I guess some things never change."

Twilight didn't acknowledge the comment as she instead picked up a scroll with her magic and shouted! "A-ha, here it is!" Taking a moment to compose herself she cleared her throat. "Starlight, you have blossomed into one of the strongest, smartest and most caring ponies I know. As such I can't think of anypony better to leave in charge of both my castle and the School of Friendship."

The unicorn mare blinked as her eyes seemed to grow wider than Twilight's already widened eyes! "Wait, you want me to take over the School of Friendship? As in full time? And look after your castle too?"

"Well I very well can't run a school and run a country at the same time," The young alicorn pointed out. "The castle could become your home. I mean, it already is isn't it? And you could continue Diamond Tiara's studies whenever you find the time, though I think there may not be much left for her to learn."

"And you want me to do all of this now?!" Starlight gasped in disbelief!

Spike whispered. "More like in a couple of days. At least you'll have summer vacation to grow into your new role."

At that, Starlight stepped back and began to exclaim quite rapidly while hyperventilating! "I can't! I'm not ready! Remember what happened the last time you left me in charge?! And now you want me to do it permanently?! What if I don't do the right things?!"

Twilight quickly intervened in protest. "Starlight, don't you start panicking too. At least one of us should keep a level head about this. I know this is sudden, but I really mean it when I say you're the most qualified pony for the job," She flashed a smile. "Despite your previous qualms about leadership you've grown into the role quite well. The students trust you as much as they trust me, and that's saying something. You can do this!"

Starlight smirked. "Ha! Everything in that last sentence just proved you're getting all worked up over nothing too. What you just said to me is exactly what you need to hear yourself," And she pointed out. "You're not like me. You don't have baggage when it comes to leadership."

"I'm afraid it's not that simple," Twilight shook her head. "Running a country and running a school are two very different things, especially when I'm being asked to start running the former in just a few days," And she then began looking over her scrolls again. "So if everything's settled, I still have a lot of other things I need to get done before I become the new ruler of Equestria."

Spike just shrugged his claws as he told Starlight. "It was a valiant effort. Can't say you didn't try."


By now, Tirek had managed to get his bearings once again after being whisked away to who knew where by Grogar. The centaur found himself looking out in the distance, yet all he could see was snow. He growled in dismay and thought. "Oh, so that's your little game is it, Grogar? Send me off to the middle of nowhere again and leave me to fend for myself. Well too bad for you I'm not playing this game. All I have to do is let those ponies know I'm back. I'll need to lure them away from Ponyville for my plan to succeed."

So the mighty centaur trekked onward, only slightly tolerating the biting and biter cold from the winds as he left huge hoofprints in the snowy wasteland. At last, he could see the light of civilization in the distance. He didn't care where it was, all Tirek knew was that conquering the land he was approaching (or at least trying to) would be a surefire way to get the attention of Princess Twilight and her friends.

It proved difficult to break through the barrier protecting the outskirts of the land. When Tirek made contact with it it felt like every part of his body was set on fire! He howled and winced in pain, doubling back! Yet bravely he pushed forward even as the pain refused to subside! He was certain that if not for Grogar's magic flowing through him he likely would not have survived. At last, he broke free to the other side and saw that everything around him was made of crystal. The harsh blizzards from outside troubled him no longer.

Tirek grinned and began to laugh as he got an idea. "Ah, the Crystal Empire. Not what I had in mind but it'll do." And it wasn't too long before the centaur was making his presence known, terrifying countless crystal ponies who had never seen anything like him before.

Princess Cadence was soon alerted to the unfolding crisis when her husband, Shining Armor, burst into the throne room! He was only slightly relieved to see that their daughter, Flurry Heart, was at Cadence's side.

Cadence looked up, quickly taking note of her husband's enormously widened eyes and how out of breath he seemed! That wasn't a good sign! "What's wrong, Shining? You look like you've seen a ghost."

"It's worse than that," Shining answered while he struggled to catch his breath. "It's Tirek, Lord Tirek! He's attacking the Crystal Empire as we speak!"

Cadence rose to her hooves in dismay! "What?! That's impossible, he's supposed to be in Tartarus!"

"Well he must've broken free somehow," Shining answered again. "And what's even worse is that the Crystal Heart isn't stopping him or even slowing down. I don't think we can hold him off for long on our own."

The candy colored princess firmly nodded her head. "You're right, we'll need back up. And I know just the ponies to ask. I just hope they can get here in time." And she began writing out an emergency message to send to Ponyville, her horn writing becoming rather sloppy in places as her anxiety made it difficult to hold the writing quill steady! At last, however, it was finished and poofed away with a flash of magic. The rest was up to fate.

Meanwhile, Shining felt a tiny hoof reach out to touch him. He spun around upon realizing it was his daughter. "Flurry, what is it? Daddy's busy at the moment." He tried his best not to get upset with the little one, knowing how frightened she must be. But when he turned to look his eyes went wide anew and his heart was filled with dread! His wife soon followed as both parents happened to see a sight that would make any parent all but faint!

There was Flurry Heart, being held aloft by Tirek's magic while the centaur smirked and held her close. "Mama!" The young heir to the crystal throne screamed, her first word ever spoken! Normally, such an occasion would be rather joyous and worthy of celebration. But under the current circumstances it was anything but joyous.

"Ah, Princess Cadence," The crafty centaur cackled. "We didn't get a chance to meet the last time I was free. But this time, Princess Twilight isn't here to save you," He began looking around the throne room. "This is your 'kingdom' is it? I can see why anyone would want to have it, it really is a sight to behold."

Shining Armor then hissed at the centaur while he stomped his hooves. "You let Flurry Heart go this instant! She's done nothing to you, Tirek! If you lay one finger on my daughter, I'll make you regret it!"

"Oh, so this little one is your daughter?" Tirek taunted while continuing to hold onto her. "You and your husband have been very busy, Princess Cadence. But I wonder how much you truly value your daughter?"

Cadence glared at him. "If you hurt her in any way..."

"You're in no position to make threats against me, princess. And the same goes for your husband," Tirek smiled as his grip on Flurry Heart tightened. "Surrender to me and I promise the little one will not be harmed. If not, she's gonna spend some quality time getting to know her Uncle Tirek." The last line was delivered with noticeable malice and sadistic intent.

Reluctantly, the crystal couple realized that there was little they could do. For the sake of their daughter they would have to surrender.


Thankfully, Cadence's emergency message had reached its intended destination intact. And upon receiving it Twilight had immediately called all her friends over to her castle! "Oh, thank goodness you all came so quickly!" She sighed in relief. "You're never gonna believe who's come back."

Discord, meanwhile, was scanning over the emergency message himself. And the spirit couldn't help but notice. "Hey, that's weird. You know, maybe Princess Cadence shouldn't be writing out these things last minute. I swear, the horn writing is so sloppy it looks like it says 'Lord Tirek has returned.', but we all know that's impossible."

"I'm afraid it's the truth, much as I couldn't believe it when I heard it," Twilight explained. "Tirek must've busted out of Tartarus again somehow," And she groaned in annoyance. "Why can't he ever just stay in his cell and not cause trouble?"

As for Discord, he gulped a bit. "Oh, he's actually back? That's... not good," And he began frantically looking around. "Uh, he's not coming here is he? I mean, it's not like I couldn't take him on but... well... I don't know if he's gotten over how I helped you defeat him last time and uh... well, things might get a little ugly."

Twilight only replied. "He seems to be content with the Crystal Empire for now. But knowing him it won't keep him satisfied for long."

"So, what's our strategy?" Rainbow Dash asked Twilight. "How are we gonna stop him this time?"

The young alicorn firmly declared. "Simple, we're going to do it ourselves with the Elements of Harmony. We'll send him right back to Tartarus, and if we have to we'll get Princess Celestia and Princess Luna to put guards around his cell twenty four seven so there's no chance of him ever slipping away unnoticed again."

"See? Now there's the Twilight we all know and love!" Applejack nodded with a smile. "We're ready whenever you are, Twilight. Say the word and we'll pounce on old Tirek before he even knows what hit him!"

Discord was quick to point out. "Um, hello? Did you forget that you didn't need the Elements of Harmony to take him down last time?" And after briefly restyling himself in exaggerated fashion with a variety of different colors he questioned. "What about that special power from the chest? What did you call it again, 'Rainbow Power'?"

Twilight stomped a hoof down and glared firmly at Discord. "First of all, we haven't been able to figure out how to activate 'Rainbow Power' or if it'll even work. And second, this is my family we're talking about here, Discord. I'm not taking any chances. So either help us or get out of the way!"

Forcing back a gulp the spirit opened up a rift as he waved to the ponies. "Well then, you don't need my help. You girls have totally got this. I'll get started on your victory party for you though, toodles!" And with that he was gone.

Starlight then spoke up to Twilight. "You don't even need to ask, Twilight. I'll keep an eye on the school for you. Discord's right, you girls have got this."

"Then we've wasted enough time already! Let's get the elements and be on our way!" Twilight declared as she and five of the others mares (alongside Spike) rushed out the door, bound for the Everfree Forest and the Tree of Harmony.


A short time later, with the elements in tow, the six mares and Spike were rushing to the castle in the center of the Crystal Empire as fast as they could!

Tirek was simply waiting around, resting upon the throne Cadence had been occupying not too long ago. "And to think, you gave up ruling all of Equestria for this," He couldn't help but mock and tease, laughing all the while. "It's a pity you princesses make such easy prey, otherwise I might actually enjoy this more. I'm thoroughly convinced I would've wiped the floor with you if we'd met during my last visit to Equestria."

"You're a coward, Tirek! That's what you are!" Shining accused as he stood before the mighty centaur. "You always have to hide behind others. What's wrong? Too afraid to get those paws of yours dirty?!"

The centaur briefly felt a sense of outrage build up inside of him, but rather than act on it he just calmly shook his head. "Nice try, but I won't be goaded so easily by the likes of you. You're only fit to grovel at my hooves, and that's only because I'm feeling 'generous'. So watch how you talk to me if you value your existence. I would sure hate for little Flurry Heart to grow up without a father," When he saw the little alicorn whimpering over on his shoulder, he was quick to reassure her. "Oh, don't cry, little one. As long as you behave yourself, I won't harm you. That's right, you like being around your Uncle Tirek."

Flurry just turned her head and stuck out her tongue. She did not like this stranger at all.

Just then, the doors to the throne room swung wide open and six mares wearing familiar looking necklaces (and in one's case a familiar looking tiara) charged right up to the centaur! "Cavalry's here!" The pink coated one shouted at the top of her lungs!

"Oh no, I'm so scared," Tirek declared with fake worry. He began channeling magic through his horns and soon stopped the six mares right in their tracks! "You're as predictable as you are foolish. I knew if I caused enough of a commotion you'd show up."

"But... how, how could you have escaped? There's just no way! Who helped you?!" Twilight demanded even as she struggled in vain against the dark red and orange glow of Tirek's magic (and her friends were having no better luck).

Tirek just wagged a finger. "Now now, that would be telling. And why would I wanna give away my secrets? Let's just say I had someone willing to give me a second chance, and I intend to make the most of it. I've waited a long time for this, and now I'm finally going to get my revenge!"

The six mares soon began to groan, whimper and in some cases even scream out in pain! "That's right, it's painful, isn't it?" Tirek explained as his eyes glowed a brilliant and bright yellow. "Like no pain you've ever known. And as long as you continue to resist me it will only get worse. Surrender, and I promise your demise will be swift. Then once you're all out of the way, Equestria will fall!"

Suddenly, however, Tirek felt a blast from behind him alongside a rush of hot air and the smell of something burning! He turned around fast and saw Spike and Flurry launching a sort of mini-assault on his backside. They'd even managed to set his tail ablaze.

Twilight started snickering. "Looks like you're the fool, Tirek. You left yourself wide open."

The centaur growled, trying to swipe at his attackers only for Flurry to flutter over to her parents as they quickly formed a protective barrier with their horns.

"Oh, it's cute you think that'll do anything," Shining taunted. "You just lost your only bargaining chip, pal. And you're gonna be sorry!"

And indeed Tirek was, for right as he turned back to Twilight and the others he saw their elements begin to glow brightly. He realized what was happening. "Uh-oh."

"It was nice knowing you, Tirek, but play time's over!" Rainbow Dash firmly declared. "So go back to Tartarus, and if you know what's good for ya you'll stay there!"

Try as he might, the centaur didn't have the magic or the might to repel the power of the Elements of Harmony. Their rainbow colored beam soon descending upon him in a majestic display! The ground shook and in the blink of an eye he was gone.

The elements then powered down and Twilight wiped the sweat from her brows.

Fluttershy couldn't help but comment against her better judgement. "That was surprisingly easy."

"Almost too easy if you ask me," The young alicorn pondered as she put a hoof to her chin. "We didn't get to find out how he escaped. And if I didn't know better I'd swear he wanted us to come here and defeat him. His plan as it was seems far too sloppy for someone like him."

Rainbow just waved a hoof and dismissed the concerns. "Ah, you're thinking about it too much, Twilight. What matters is that we proved we can totally kick butt and save the day all on our own. I'd say we handled things even better than the princesses could've. We'll definitely be ready to take over for them in a couple of days."

Shining then spoke up. "You can go ahead and relax, Twily. Let's at least wait and see what Princess Celestia thinks before we increase security around Tartarus. It's entirely possible that Tirek was just using an illusion of himself. He probably didn't expect you to use the Elements of Harmony."

"Maybe, but I still can't help but feel like something is wrong," Twilight commented. "Why would Tirek even come all the way out here in the first place? And how did he get so powerful all of a sudden? I'm not gonna fully relax until I know for sue he's back in Tartarus where he belongs."

"Yeah, but in the mean time it's time for a celebration!" Pinkie Pie proudly declared! "That fight was a cake walk. And speaking of cake walks, check this out!" She began to trot around on cake like slippers, making all of her friends laugh. And even Twilight couldn't resist letting out a chuckle. It felt good to be laughing after all she'd been through in such a short amount of time.

Unknown to all, Tirek had indeed been using an illusion. He'd been controlling it through his magic while he was patrolling around in parts unknown. "Celebrate while you still can, ponies. You played right into my paws," He thought to himself. "Now, if I can just find that tree..."


Miles and miles away in Ponyville, six students at the School of Friendship were hanging around as classes were about to end for the day. It was almost the start of summer vacation, which meant they would be free to do whatever they wanted. And already, the young ones' minds were buzzing with ideas.

Well, all except for Gallus who was anything but thrilled at what summer vacation would mean. "Can't believe I'm gonna have to leave you all behind and go back to Griffonstone. Ponyville's way more welcoming and friendly."

"Hey, isn't Griffonstone supposed to be rebuilding?" Sandbar questioned the griffon.

"It's a work in progress," Gallus explained. "In some places you'd hardly believe what we used to be, but in places like friendship it seems like we're not advancing much at all. Two griffons can only do so much to make up for grouches like Grandpa Gruff."

Silverstream just smiled. "You can always come visit us at our places. Ooh, and we can write plenty of letters back and forth to each other! I can show you all how to write them so that they can be delivered underwater, that way I don't have to always go up to Mount Aris to get them."

"Yona look forward to sending and receiving letters from all her friends!" Yona cheered! "And Yona looking forward to when new friends come to Yakyakistan. Sandbar say he want to visit soon but he not say why." As she spoke the young yak didn't notice the colt faintly blushing while she talked about him.

"I'm more worried about my brother. Haven't seen him in a long time," Smolder remarked while stretching out her wings. "There's so much I wanna tell him. I just hope I have time for it, Dragon Lord Ember is sure to use me as an example for other dragons to follow."

Ocellus just lightly fluttered her wings. "I never thought I'd say this, but I'm actually glad I won't have to be studying and reading all the time. I've learned so much since I came here it feels like my brain can't absorb any more information. But at least that means I'll have a lot to show off back at the hive."

Just then, however, there came a gust of wind as the six creatures suddenly saw a sparkling, glowing form of their headmare appear before them. They quickly realized who it actually was. "The Tree of Harmony!" They all gasped at the same time!

The tree's projection nodded. "I am delighted to see you all again, my friends. I wish it could be under better circumstances," Then she ominously declared. "I need your help!"

"What do you mean? What's wrong now?" Smolder groaned in annoyance. "In case you haven't noticed, we've still got a few days of schooling left and they're kind of important."

However, the projection of Twilight shuddered as it explained. "You must understand, I am in danger. Harmony is in danger. Twilight Sparkle and the others are unaware. You are my only hope, my friends. You helped to save the day before, now you must do it again."

Immediately, Gallus puffed out his chest and fully unfolded his wings. "We're ready to help however we can, Tree of Harmony! No one's gonna mess with you while we're around, you can count on it!"

The projection nodded its head. "Very well then, there is not a moment to lose. Be ready for anything. And best of luck, my friends." And with that its eyes glowed and the six students were all whisked away.

Before long, the six got their bearings and found themselves right at the bottom of the gorge where the Tree of Harmony rested. Just above them, over a decaying rope bridge rested the Castle of the Two Sisters.

"Okay, we're here. Now everyone be on the lookout for anything suspicious," Ocellus instructed. "Someone or something must be after the Tree of Harmony, and it's up to us to stop them!"

"Uh, how we stop tree from being attacked?" Yona nervously questioned. "Yona not sure she and friends tough enough alone."

Ocellus explained. "With the Elements of Harmony of course! That's how our teachers always saved the day before, we even got to use the elements ourselves after the Tree of Harmony tested us, remember?"

However, Sandbar gulped as he gestured a hoof. "Uh, Ocellus, it looks like our professors took the Elements of Harmony already. Counselor Starlight did mention something about an emergency in the Crystal Empire."

And indeed the tree's branches were bare! The places where each element should've rested were taken up by an empty space instead.

"Okay, so what's Plan B?" Smolder inquired as she tried to hide her uncertainty and anxiety. "I mean, we have one, right?"

"Um... well..." Ocellus stammered as the changeling struggled for an answer.

Silverstream seemed to come up with a proposal! "Ooh, I know! We can use that really cool power our professors say they used against that Tirek guy, whoever he was. We just need to figure out how to activate it."

At that very moment, though, the ground began to shake quite ominously. "Uh, guys..." Sandbar spoke up as he turned around. "I think someone's coming, and they don't look very friendly!"

All looked up in time to see the shadow of a much taller (and for most of them unfamiliar looking) creature towering over them. And soon, a deep voice declared. "Were you looking for trouble, kiddies? Because you just found it, big time!"


It wasn't long after Twilight and her friends came back to Ponyville that they became aware that all was not well. A frantic Starlight came rushing right up to Twilight as soon as the princess had stepped off the train! "Twilight, I've got bad news! Sandbar and his friends are missing! I can't find them anywhere and no one knows where they are! It's like they just vanished into thin air!"

"WHAT?!" Twilight gasped at the top of her lungs and nearly shot into the air from surprise!

"Oh no, they've must been kidnapped again somehow!" Fluttershy concluded as a look of horror flashed in her eyes! "We've got to find them!"

"Well, first we'd better return the Elements of Harmony to the Tree of Harmony," Twilight insisted to her friends and told Starlight. "You go back to the school and check everywhere from top to bottom again just to be sure you didn't overlook anywhere. If they're still missing we'll assemble search parties and fan out to look for them."

Starlight gave a firm salute. "Can do, Twilight! Sorry to spring this on you so suddenly."

"It can't be helped, Starlight," The young alicorn reassured her former student. "But I'm sure we'll find them eventually. Now's not the time to panic." Then she and the others set off for the Everfree Forest and the Tree of Harmony.

Yet upon reaching the tree's resting place, a terrifying sight awaited the unsuspecting ponies and dragon! The Tree of Harmony had been destroyed completely, it was nothing but a charred stump! What looked like a scorch mark littered the ground right in front of the tree near the prints of what had to have been Sandbar and his friends! And worst of all, the familiar form of Lord Tirek loomed overhead as he appeared to be holding something in his left paw. "You really shouldn't have left the tree unprotected, princess," He taunted. "You can't beat me the same way twice. I learn from my mistakes, but I can't say the same for you."

"No." Was all Twilight could bring herself to say as she watched the jewels inside each necklace and tiara fall out and shatter onto the ground in front of her. Just like that, the Elements of Harmony and Equestria's last line of defense were gone.